Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2023, TransUnion's Board of Directors (the "Board") voted to
increase the size of the Board from 11 to 12 members, effective immediately.
Also, on January 26, 2023, Linda K. Zukauckas was appointed by the Board as a
director of TransUnion, effective January 30, 2023, to fill the newly created
directorship. Ms. Zukauckas will serve for the balance of the term expiring at
the 2023 annual meeting of stockholders and until the election and qualification
of her successor. Ms. Zukauckas was also appointed to serve on the Audit
Committee.
Ms. Zukauckas will be compensated in accordance with TransUnion's standard
compensation policies and practices for non-employee, independent members of the
Board. There are no arrangements or understandings between Ms. Zukauckas and any
other person pursuant to which Ms. Zukauckas was appointed as a director. Ms.
Zukauckas is not a party to any transaction that would require disclosure under
Item 404(a) of Regulation S-K.
In accordance with the Company's mandatory retirement policy, following the
expiration of a one-year waiver, Andrew Prozes will not seek reelection as a
director and will retire from the Board, effective March 31, 2023. Mr. Prozes
informed the Board of his intention to retire on January 25, 2023. His decision
not to stand for re-election is not the result of any disagreement with
management or the Board related to TransUnion's operations, policies or
practices. Mr. Prozes is the Chairperson of the Compensation Committee and a
member of the Nominating and Corporate Governance and Executive Committees. On
January 26, 2023, the Board voted to decrease the size of the Board from 12 to
11 members, effective March 31, 2023.
A copy of the press release announcing the appointment of Ms. Zukauckas is
attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 TransUnion Press Release dated January 30, 2023
104 Cover page Interactive Data File (embedded within the inline XBRL file).
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